Capital Small Finance Bank Ltd Directors Report

DEAR SHAREHOLDERS,

The Directors of Capital Small Finance Bank Limited ("Bank" or "Company") are pleased to report that the Bank has continued to deliver strong financial results, with steady growth in key performance indicators such as total assets, deposits, and loans disbursed. The Bank has remained focussed on prudent risk management practices, resulting in a healthy loan portfolio and lower non-performing assets. The net profit witnessed a significant increase, reflecting the Banks relentless focus on operational efficiency and the optimisation of its product and service offerings.

Furthermore, the Bank remains committed to providing inclusive banking services to underserved communities.

Embracing the digital revolution, it has taken significant strides in its digital transformation journey by introducing innovative digital products and services, including mobile banking applications and online account opening. Customer satisfaction scores have steadily improved due to the Banks unwavering dedication to customer service excellence. Continual enhancements to processes and offerings are underway to exceed customer expectations.

The Board extends sincere gratitude to all shareholders for their unwavering trust and support. The Bank remains steadfast in its commitment to creating sustainable value and delivering superior returns to its stakeholders.

Financial Performance Profit and Loss Summary

Rs. in crores

	FY24	FY23	Change Y-o-Y %
Income Earned	794.33	676.01	17.50%
Income Expended	449.18	354.02	26.88%
Net Interest Income	345.15	321.99	7.19%
Other Income	68.08	49.47	37.62%
Net Total Income	413.23	371.46	11.24%
Operating Expenses	258.33	222.75	15.97%
Provision for Advances	6.69	24.55	(72.75%)
Provisions for Taxes	36.68	30.56	20.02%
Profit after Tax	111.53	93.60	1916%

Asset and Liability Composition

Rs. in crores

	FY24	FY23	Change Y-o-Y %
LIABILITIES
Capital	45.04	34.25	31.50%
Reserves and Surplus	1,152.38	576.36	99.94%
Deposits	7,477.74	6,560.62	13.98%
Borrowings	472.25	721.38	(34.54%)
Other Liabilities and Provisions	147.87	98.16	50.64%
Total Liabilities	9,295.28	7,990.77	16.33%

Rs. in crores

	FY24	FY23	Change Y-o-Y %
ASSETS
Cash and Balances with Reserve Bank of India	568.98	462.65	22.98%
Balances with Banks and Money at call and short notice	752.18	418.21	79.86%
Investments	1,705.71	1,488.58	14.59%
Advances	6,074.69	5,428.69	11.90%
Fixed Assets	83.73	82.59	1.38%
Other Assets	109.99	110.05	(0.05%)
Total Assets	9,295.28	7,990.77	16.33%

Key Ratios

In %age

	FY24	FY23
Net Interest Margin1	3.94	4.19
Gross NPAs	2.76	2.77
Net NPAs	1.40	1.36
Return on Assets2	1.27	1.22
Return on Equity	14.64	16.62
Return on Average Advances	1.98	1.89
Cost of Deposits	5.61	4.90
Yield on Advance	11.10	10.76
CRAR	27.39	18.87

Notes: ¹ Net Interest Margin has been computed based on the Net Interest income (Interest Income - Interest Expense) and average of total assets as reported to Reserve Bank of India in Form X under Section 27 of the Banking Regulation Act, 1949, during the year

2 Return on Assets is calculated with reference to monthly average working funds (Working funds taken as total of assets excluding accumulated losses, if any)

The Indian economy grew at one of the fastest pace in the world. This growth led to an increase in demand for credit, which benefited banking sector and Small Finance Banks (SFBs) the most. The incomes of Indian households have been rising in recent years, which has also led to an increase in demand for loans from SFBs. Additionally, the government has been supportive of SFBs, this has helped SFBs to grow and expand their reach, particularly in underserved areas.

During the financial year ending March 31, 2024, the Bank experienced a period of steady and measured growth in its financial performance. Across key performance indicators such as total assets, deposits, and loans disbursed, there was notable advancement. This achievement underscores the Banks commitment to balanced expansion and prudent risk management, resulting in a healthy loan portfolio and minimal occurrence of non-performing asset.

The Bank has showcased a commendable trajectory of gradual and sustainable growth in net profit, a testament to its unwavering commitment to operational efficiency and the strategic optimization of its product and service offerings. These accomplishments underscore the dedication and talent of our team, whose relentless pursuit of excellence in their roles has been instrumental in driving our success.

Capital Small Finance Bank Limited continues to expand its presence across regions, aiming to provide inclusive banking services to underserved communities, enabling it to serve a broader customer base and contribute to financial inclusion. Capital Small Finance Bank Limited acknowledges that its success is intricately linked to the satisfaction of customers. Therefore, it remains dedicated to understanding the evolving needs and expectations.

Addressing the Companys liability profile, there is a firm commitment to nurturing current relationships to uphold elevated levels of Current Account and Savings Account (CASA) deposits. We have consistently maintained strong CASA levels over the past three financial years, with ratios remaining steady at 38.30% for the year ending March 31,2024, 41.88% as on March 31, 2023, and 42.16% as on March 31, 2022. Despite the challenges posed by a rising interest environment, our dedication to cost management is apparent in the sustained favourable cost of funds. For the financial year ended March 31,2024, it stood at 5.82%, while for the previous financial year ending March 31, 2023, it was 5.11%. Additionally, its retail deposits constitute a significant proportion, accounting for 92.94% as on March 31, 2024. Going forward, the Bank remains committed to further increasing its CASA and retail deposits to optimise its cost of funds.

Turning to Assets, the Bank takes pride in its commitment to maintaining a high proportion of secured lending, accounting for a substantial 99.9% of the loan book, out of which ~84% is collateralised with immovable property and fixed deposits. This steadfast focus on secured lending, complemented by rigorous credit assessment processes and meticulous risk management practices, has been pivotal in ensuring robust asset quality. As of March 31, 2024, the Banks Gross Non-Performing Assets (GNPA) stood impressively low at 2.76%, while Net Non-Performing Assets (NNPA) remained even lower at 1.40%. Such remarkable figures stand as a testament to the Banks profound understanding of its target customer base and its extensive experience navigating various business cycles throughout its two decades of banking operations.

We believe interest rates are market driven and our endeavor is to protect our interest margin. Historically, across interest rate cycles we have been maintaining a spread in the range of 5.5% -5.9%. Our liability side consists of 80% deposit with 38% CASA and on asset side 60%-62% of our loan book is floating rate out of which ~80% is MCLR based. The effect of increase in the MCLR in last year will be visible on their annual reset period in the coming year.

Furthermore, the Banks loan portfolio diversification is noteworthy, with advances in agriculture, MSME & trading, and mortgages segments amounting to Rs. 2,293.12 crores, Rs. 1,181.59 crores, and Rs. 1,624.03 crores, respectively, as of March 31, 2024. In the previous year, as of March 31, 2023, these segments accounted for Rs. 2,137.45 crores, Rs. 1,120.46 crores and Rs. 1,434.48 crores respectively. The average ticket size for these segments as of March 31, 2024, stood at Rs. 1.24 mn, Rs. 1.86 mn and Rs. 1.17 mn respectively.

In order to gain a foothold in new markets where the branch network is not yet established, the Bank is actively seeking partnerships to expand geographical presence and better understand these markets. By forging strategic alliances, it aims to mitigate associated risks while diversifying the range of products and services. Such collaborations will not only enhance the offerings but also contribute to the overall growth of Capital Small Finance Bank Limited.

The Bank has consistently demonstrated impressive growth in both profitability and operational metrics, underscoring its unwavering dedication to excellence. Over the past few years, the operating profit before provisions has surged with an outstanding compound annual growth rate (CAGR) of approximately 35.21%, marking a significant increase from Rs. 34.28 crores in FY19 to Rs. 154.90 crores in FY24. Moreover, the profit before taxes has experienced a substantial rise from Rs. 26.92 crore in FY19 to Rs. 148.21 crores in FY24. Similarly, the profit after taxes has seen a notable escalation from Rs. 19.42 crores in FY19 to Rs. 111.53 crores in FY24. This remarkable performance stands as a testament to the Banks enduring trustworthiness, reinforced by its seasoned leadership and reputable shareholders who are deeply committed to upholding stringent standards of corporate governance.

The Banks profitability and operational metrics have showcased a consistent upward trend, reflecting its commitment to excellence. This exceptional performance is a testament to the trust the Bank has built over the years, supported by its professional and experienced leadership team and reputed shareholders with a strong commitment to corporate governance.

Moving forward, the focus remains on strengthening of operational and profitability metrics through several key strategies. Firstly, the aim is to optimise asset-liability mix in favour of asset creation while increasing the credit to deposit ratio. Secondly, it continue to emphasise on cost optimisation and efficiency improvement. Lastly, it intends to enhance its fee income and leverage cross-selling opportunities to further diversify our revenue streams.

Cost optimization remains a pivotal priority, and the Bank takes pride in its enhanced operational efficiency, evident in the improved operating expense (opex) ratio as a percentage of average assets. This ratio has significantly decreased to 2.95% in FY24 from 3.50% in FY19. The cost-to-income ratio is expected to continue its improving trajectory and reached approximately 62.51% in FY24, building on the achievements of 63.42% in FY22 and 70.75% in FY21.

The Board is confident that the continued focus on maintaining strong liabilities and assets positions will contribute to the sustained growth and success of Capital Small Finance Bank Limited.

The below table shows improving profitability ratios as a result of margin expansion and improved efficiencies:

2. Dividend

Based on the robust financial performance and profitability of Capital Small Finance Bank Limited, the Board of Directors has recommended a Final Dividend of Rs. 1.20 per equity share (face value of Rs. 10 each) for the financial year ending March 31,2024. This dividend payout demonstrates the Banks commitment to delivering value to its esteemed shareholders. The Board believes in sharing the success of the institution with those who have placed their trust and invested in Capital Small Finance Bank Limited. The Board remains dedicated to maintaining a healthy dividend payout ratio while carefully considering the need for reinvestment in the Banks growth initiatives. The support and confidence of shareholders are greatly appreciated, and the Board is pleased to reward their trust through this dividend declaration.

Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is not presently applicable, being your Bank does not fall in top 1000 listed entities, your Bank has not yet formulated and adopted a Dividend Distribution Policy.

3. Transfer to Reserve

In terms of RBI regulations and other applicable regulations, the Bank has appropriated the following amounts to various reserves for the financial year ended March 31,2024:

Particulars	Amount
	(Rs.in crore)
Profit after tax	111.53
Profit brought forward	233.18
Accumulated profit (before appropriations)	344.71
Appropriations
To Statutory Reserve	27.88
To Special Reserve	4.21
To Revenue and other reserves (Investment Fluctuations reserve)	1.44
To Revenue and other reserves (Investment Reserve Account)	0.41
To Revenue and other reserves (Other Revenue reserve)	0.62
Dividend paid during the year	4.24
Balance carried forward to balance sheet	305.90

4 Capital Adequacy Ratio (CAR)

The Capital Adequacy Ratio (CAR) plays a vital role in maintaining the stability and soundness of banks. It is a regulatory requirement that ensures banks have sufficient capital to absorb potential losses and meet their obligations to depositors and creditors. By maintaining an adequate capital buffer, banks can mitigate the risk of insolvency and contribute to the overall resilience of the financial system.

The Bank has developed a well-thought-out capital adequacy plan that considers both systematic and idiosyncratic risks. Systematic risks are those that affect the entire banking industry, such as changes in interest rates or economic conditions. Idiosyncratic risks are those that are specific to a particular bank, such as problems with its lending or investment activities. Capital Small Finance Bank Limited has made arrangements to maintain sufficient buffer capital to address any potential stress and to provide ample growth capital to keep its growth trajectory on track.

The Bank has consistently maintained a strong and healthy Capital Adequacy Ratio, which reflects its robust capital position and adherence to regulatory requirements. As of the financial year ending March 31, 2024, Capital Adequacy Ratio stood at 27.39%, demonstrating its commitment to prudential capital management. This solid capital base provides a solid foundation for the Banks operations, supports its growth aspirations, and instills confidence in our stakeholders. The Bank will continue to prioritise capital adequacy, ensuring that it has the necessary buffers to navigate any future challenges and capitalise on emerging opportunities in the dynamic banking landscape.

5. Capital and Debt Structure

a) Authorised Share Capital:

The Bank had authorised capital of Rs.50.00 crores and during the year under review, there has been no change in the authorised share capital.

b) Issued and Subscribed Share Capital:

The Bank has issued, subscribed and paid up Share Capital of Rs.45.04 crores as on March 31, 2024. The Bank, during the current year, has issued and allotted 27,632 equity shares on May 26, 2023, 76,500 equity shares on November 06, 2023 of Rs. 10/- each at a premium of Rs.88/- (i.e. at the total issue price of Rs. 98/-) per share to employees of the Bank and 12,850 Equity Shares have been issued and allotted to Material Risk Takers (MRTs as identified by the Board in terms of Compensation policy) on May 26, 2023 of Rs.10/- each at face value in the form of Employee Stock Option as per ESOP Plans of the Bank. Further, the Bank has allotted 10,57,700 equity shares, on preferential basis, to Max Life Insurance Company Limited on June 17, 2023 of Rs. 10/- each at a premium of Rs.458/- (i.e. at the total issue price of Rs.468/-) per share. The Bank has allotted 96,15,384 equity shares of Rs.10/- each at a premium of Rs. 458/- (i.e. at the total issue price of Rs. 468/-) per share on February 13, 2024 to successful allottees pursuant to Initial Public Offer ("IPO") of the Bank. The equity shares issued during the year under review rank pari-passu with the existing equity shares of the Bank.

With respect to disclosure under Regulation 32(1) of SEBI Listing Regulations, the Audit Committee of the Board at its meeting held on April 24, 2024, had reviewed and confirmed that the funds raised through IPO during the year have been fully utilised for the intended object as mentioned in the offer document and there was no deviation or variation in utilisation of the said funds.

6 Listing of Equity Shares of the Bank with BSE and NSE

The listing of the Initial Public Offering (IPO) of Capital Small Finance Bank Limited was made on February 14, 2024 on BSE Limited and National Stock Exchange of India Limited and thereafter the equity shares of Capital Small Finance Bank Limited becomes open for trade for public at large.

The listing fee for the FY 2024 - 2025 have been duly paid.

7 Disclosure regarding Employee Stock Option schemes

Capital Small Finance Bank Limited - Employees Stock Option Plan 2018 ("CSFB ESOP Plan 2018") was approved by the shareholders of the Bank in the Annual General Meeting held on August 18, 2018, amended further in Extra Ordinary General meeting held on October 22, 2021, for granting equity options to its employees. Further the Capital Small Finance Bank Limited - Employees Stock Option Plan for Material Risk Takers ("CSFB ESOP Plan MRT") was approved by the shareholders of the Bank through Postal Ballot on July 11, 2020, amended further on October 22, 2021, for granting equity options to Material Risk Takers (MRTs as identified by the Board in terms of Compensation policy). Further, Capital Small Finance Bank Limited - Employees Stock Option Plan 2023 ("CSFB ESOP Plan 2023") was approved by the shareholders of the Bank in the Extra Ordinary General Meeting held on May 12, 2023 for granting equity options to its employees. The details of the said ESOP schemes as required under Rule 12 (9) of the Companies (Share Capital and Debentures) Rules, 2014 are as under:

Scheme	CSFB ESOP	CSFB ESOP	CSFB ESOP
	Plan 2018	Plan for MRTs	Plan 2023
Date of Shareholders approval	August 18, 2018	July 11, 2020	May 12, 2023
Total number of Options approved	8,54,720	1,00,000	6,85,049
Exercise price per Option	Rs. 98	Rs. 10	Rs. 171
Total No. of Options outstanding at the beginning of the year	3,97,893	32,133	-
Total Options granted during the year	-	13,875	6,82,000
Total Options vested during the year	-	12,850	-
Total Options exercised	1,04,132	12,850	-
Total number of shares arising as a result of exercise of Option	1,04,132	12,850	-
Options forfeited / lapsed	38,761	26,741	1,500

 

Scheme	CSFB ESOP	CSFB ESOP	CSFB ESOP
	Plan 2018	Plan for MRTs	Plan 2023
Total Options in force as on March 31,2024	2,55,000	6,417	6,80,500
Variations in terms of Options	Nil	Nil	Nil
Money realised by exercise of Options	Rs. 1,02,04,936	Rs. 1,28,500	-
Details of number of Stock Options granted to Directors and KMPs during the year	KMP : Mr. Munish Jain:	KMP : Mr. Munish Jain:	KMP : Mr. Munish Jain:
	NIL	13,875	NIL
	Mr. Amit Sharma:	Mr. Amit Sharma:	Mr. Amit Sharma:
	NIL	NIL	3,000
Any other employee who receives a grant of Options in any one year of Options amounting to five percent or more of total Options granted during that period	Nil	Nil	Nil
Identified employees who were granted options, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding, warrants and conversions) of the Bank at the time of grant	Nil	Nil	Nil

8. Non-Convertible Bonds

During the financial year under review:

• The Bank has issued and allotted 3,099 Unsecured Redeemable Subordinated Non- Convertible (Lower Tier-II) BASEL II Compliant Bonds 2023 - 24 (SERIES XXI) in the nature of debentures on May 26, 2023 of Rs. 1,00,000 each at par aggregating to Rs. 30,99,00,000/- on private placement basis with coupon rate of 10% p.a. (Simple Interest) and redemption date of May 26, 2033.

• The Bank has redeemed 503 units of 11% Unsecured Redeemable Non-Convertible Subordinated Bond (Lower Tier II) in the nature of Debenture Series - VIII (ISIN: INE646H08137), on May 04, 2023 and the interest amount along with principal amount due thereon was credited to the accounts of debentures holders as on May 04, 2023.

• The Bank has redeemed 310 units of 11% Unsecured Redeemable Non-Convertible Subordinated Bond (Lower Tier II) in the nature of Debenture Series - IX (ISIN: INE646H08145), on May 20, 2023 and the interest amount along with principal amount due thereon was credited to the accounts of debentures holders as on May 20, 2023.

9 ^Sweat Equity ^{Shares and} Equity ^ ^{with Differentia: Ri}gh^ts

Listed Securities, Debenture Trustee Detail and Credit Rating

The debt securities of the Bank issued in the form of Upper Tier-II Bonds & Lower Tier II Bonds, which are listed on the BSE Limited and detail of the same is as under:

NCD Series	Coupon Rate	ISIN	Rating by Brickwork Ratings India Private Limited on April 12, 2023	Rating by Brickwork Ratings India Private Limited on April 12, 2024	Rating by Care Ratings Limited on March 13, 2023	Rating by Care Ratings Limited on March 12, 2024
Unsecured Redeemable Non-Convertible (Upper Tier II), Basel I Compliant Bonds 2014-15 (Series XI)	11.75%	INE646H08012	BWR A+ Outlook: (Stable) (Reaffirmation)	BWR A+ Outlook: (Stable) (Reaffirmation)	CARE A-; Stable (Single A Minus; Outlook: Stable)	CARE A-; Stable (Single A Minus; Outlook: Stable)
Unsecured Redeemable Non-Convertible (Upper Tier II), Basel I Compliant Bonds 2015-16 (SERIES XIII)	11.75%	INE646H08020	BWR A+ Outlook: (Stable) (Reaffirmation)	BWR A+ Outlook: (Stable) (Reaffirmation)	CARE A-; Stable (Single A Minus; Outlook: Stable)	CARE A-; Stable (Single A Minus; Outlook: Stable)

The Bank has got the following credit rating in respect of unlisted debt securities of the Bank issued in the form of Lower Tier-II Bonds

NCD Series	Coupon Rate	ISIN	Rating by Brickwork Ratings India Private Limited on April 12, 2023	Rating by Brickwork Ratings India Private Limited on April 12, 2024	Rating by Care Ratings Limited on March 13, 2023	Rating by Care Ratings Limited on March 12, 2024
Unsecured Redeemable Non-Convertible Lower Tier II Basel-II Compliant Bonds 2018-19 in the nature of debentures (Series-XVII)	10%	INE646H08129	BWR A+ Outlook: (Stable) (Reaffirmation)	BWR A+ Outlook: (Stable) (Reaffirmation)	CARE A; Stable	CARE A; Stable

Contact Details of Debenture Trustee:

Name : IDBI Trusteeship Services Limited

Address : Universal Insurance Building, Ground Floor, Sir PM. Road, Fort, Mumbai - 400001

E-mail : itsl@idbitrustee.co.in

Tel No. +91-22-40807000

Dematerialisation of Securities

The Bank has issued ISIN for the Equity Shares and all the debt securities by NSDL and CDSL. The equity Shares of all the Directors, KMPs and Promoters have been dematerialised and the Bank is making all possible efforts to make the security holders aware and get their securities converted into Dematerialised form. Out of total paid up capital 85.50% of equity shares are in dematerialization form.

12 Compliances as per the Reserve Bank of India and the Government of India

The Bank has made statutory compliances with respect to all the applicable rules/regulations/ guidelines/notifications issued by the Reserve Bank of India and the Government of India.

13 Particulars of employees

The information in terms of Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure A. Further, the statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure B and forms part of this report. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. In terms of Section 136 of the Act, the same would be available for inspection during working hours at the Registered Office of the Bank. A copy of this statement may be obtained by the Members by writing to the Company Secretary of the Bank.

14 Transfer of unclaimed dividend to Investor Education and Protection Fund

Pursuant to the relevant provisions of Section 125 of the Companies Act, 2013 and the relevant rules made thereunder, the amount of unpaid dividends that are lying unclaimed for a period of 7 years from the date of its transfer to the unpaid dividend account, is liable to be transferred to Investor Education and Protection Fund ("IEPF").

Shareholders may note that both the unclaimed dividend and corresponding shares, which have been transferred to IEPF in previous financial years, including all benefits arising on such shares, can be claimed from IEPF as per the procedure provided under the applicable provisions of the Companies Act, 2013. The Company sends periodic intimation to shareholders, advising them to lodge their claims with respect to unclaimed dividend. Mr. Amit Sharma, Company Secretary, has been appointed as nodal officer to ensure compliance with the IEPF Rules. The detail of Nodal officer is available on the website of the Bank.

Accordingly, Unclaimed Dividends for and up to the financial year ended March 31, 2016 have already been transferred to the IEPF. Further, please note that the Unclaimed Dividend in respect of the financial year ended March 31, 2017 must be claimed by the concerned Shareholders on or before August 28, 2024 failing which it will be transferred to IEPF in accordance with the Rules. The data for the same is available on the website of the Bank at https://www.capitalbank. co.in/investors/disclosures-under-regulation-62-Of- the-LODR/unclaimed-dividends-equity

The details of Unclaimed Dividends as on March 31, 2024 and the last date for claiming the same, prior to its transfer to the IEPF, are as under:

Dividend for the year ended	Date of declaration of Dividend	Last date for claiming Dividend	Unclaimed Dividend as on March 31, 2024 (Amt. in Rs. )
March 31, 2017	July 22, 2017	August 28, 2024	2,21,556.40
March 31, 2018	August 18, 2018	September 24, 2025	2,16,652.80
March 31, 2019	September 27, 2019	November 03, 2026	1,04,140.00
March 31, 2020	-	-	-
March 31, 2021	August 20, 2021	September 26, 2028	1,39,522.00
March 31, 2022	August 05, 2022	September 11, 2029	5,52,360.58
March 31, 2023	August 11, 2023	September 10, 2030	7,08,493.50

Transfer of Underlying Equity shares in respect of the unclaimed Dividend to IEPF

Pursuant to the relevant provisions of Section 124 and Section 125 of the Companies Act, 2013 read with the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, the unclaimed Dividend and the underlying Equity Shares of the Bank for the Financial Year 2015 -16 (in case where the Dividend for subsequent 7 financial years have not been claimed by the concerned Shareholder), were liable to be transferred by the Bank to IEPF Authority and the same has been transferred, pursuant to the notification issued by the Ministry of Corporate Affairs (MCA) Dated October 16, 2017.

15 Annual Return pursuant to sub- section (3) of Section 92 of the Companies Act, 2013

The Annual Return of the Bank is available on the website of the Bank at www.capitalbank.co.in in the format (MGT-7) prescribed under the Act.

16 Requirement for maintenance of cost records

The cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013, are not required to be maintained by the Bank.

17 Disclosure under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014

Energy Conservation:

Being a Banking Company, energy consumed during this period is only in the form of electricity and diesel used in generators. The Bank has allocated specific cost budgets for this purpose and to reduce electric waste for Head Office and all its branches. The same is also monitored on periodical basis. Other measures like use of LEDs, power saver air conditioning equipment etc. are being installed for conserving the energy. There is no capital investment on energy conservation equipment other than specified.

Technology Absorption:

We at Capital Small Finance Bank Limited (CSFB) believe that the banks with the ability to adopt and integrate information technology will dominate in the highly competitive domestic market. Accordingly, the Bank continues to leverage information technology as a strategic tool in business operations for customer delight by offering efficient and improved services with low cost and using it as a tool to improve staff productivity, increasing efficiency and more efficient & effective control over banking operations.

We are convinced that investing in IT is critical and also understand that its potential and consequences on the banking is enormous. That is why the Bank since its inception is equipped with a full-fledged Information Technology Department with required manpower to strengthen develop, maintain and support IT infrastructure.

Foreign exchange earnings and outgo:

There was no foreign exchange earnings or outgo during the year under review.

18 Disclosures under Section Sec 134(3)(l) of the Companies Act, 2013

There are no material changes and commitments, affecting the financial position of the Bank, which has occurred between the end of the financial year of the Bank to which the financial statements relates and date of this report.

19 Details of significant & material orders passed by the regulators or courts or tribunals

There are no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Bank and its future operations.

20 Disclosure of Penalties imposed on the Bank during the Financial Year

I. Please refer note 16 to Schedule 18 forming part of the financial statements, which forms part of this annual report.

II. Penalties imposed by stock exchanges or SEBI or any statutory authority, on any matter relating to capital markets

During the review period, the Company was listed on Stock Exchanges on February 14, 2024. Consequently, the Quarterly Results for the Quarter and Nine Months Ended December 31, 2023 were approved by the Board of Directors on February 27, 2024, and subsequently submitted to BSE Limited on the same date, thus resulting a delay of 13 days, for which penalty was imposed by BSE Limited and the same has been deposited by the Company in compliance with SEBI Listing Regulations.

21 Deposits

Being a Banking company, the disclosures required as per Rule 8(5)(v) & (vi) of the Companies (Accounts) Rules, 2014 read with Section 73 and 74 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014 are not applicable. The details of the deposits received and accepted by your Bank as a Banking company have been disclosed in the financial statements for the financial year ended March 31,2024.

22 Asset-Liability and Risk Management pursuant to section 134(3)(n) of Companies Act, 2013

The Bank has formulated and adopted a robust risk management framework. Whilst the Board is responsible for framing, implementing and monitoring the said risk management framework, it has delegated its powers relating to monitoring and reviewing of risk associated with the business of the Bank to the Risk Management Committee. Bank follows an integrated approach to managing risks and the processes are embedded in the fundamental business model. The Risk Management Landscape in the Bank covers the stages of identifying, assessing, measuring, managing, controlling and reporting risk concerns across all the risk classes viz. Credit, Market and Operational Risks and Liquidity Risk. The Risk Management Policies adopted and reviewed periodically articulate, codify the strategy, structure, processes and systems to manage bank wide risks. Expanding business arenas, deregulation and globalisation of financial activities, emergence of new financial products and increased level of competition has necessitated the need for an effective and structured risk management practice in financial institutions.

The Bank has adopted an integrated approach for the management of risk. Effective internal policies are developed in tune with the business requirements and best practices. The Bank has formulated ‘Risk Management Policy which also includes Internal Capital Adequacy Assessment Policy (ICAAP) for identifying and measuring various operational, credit, market and solvency risks. Operational risks are managed through comprehensive systems of internal control, establishing systems and procedures to monitor transactions, maintaining key back-up procedures and undertaking regular contingency planning. We constantly strive to enhance the risk management capabilities in accordance with the emerging regulatory guidelines and the broad risk management principles. The Bank reviews the risk management system and the progress made in implementing the RBI guidelines on risk management, on a quarterly basis. The Asset Liability Management Committee (ALCO), consisting of the Banks senior management and the Managing Director, is responsible for ensuring adherence to the limits set by the Board as well as for deciding the business strategy of the Bank (on the assets and liabilities sides) in line with the Banks budget and decided risk management objectives. The Committee actively manages and controls the structure of assets and liabilities and interest rate sensitivities with a view of optimising profits besides maintaining capital adequacy and sufficient liquidity. Statements for Structured Liquidity, Liquidity Coverage and Interest Rate Sensitivity of the bank is being prepared in line with the RBI guidelines to actively manage the liquidity and interest rate risks.

Liquidity Risk Management has been at the core of sound risk management practices of banking industry in the modern age. The Liquidity risk is the potential inability to meet the Banks liabilities as they become due. It arises when the Banks are unable to generate cash to cope with a decline in deposits or increase in assets.

The Bank gives utmost importance to manage various risks in most efficient way and has articulated comprehensive structure for liquidity risk management through various policy including Contingency Funding Plan (CFP) which aims to address the adverse liquidity scenarios. It is recommended by ALCO to Risk Management Committee of Board (RMCB) on annual basis for approval and is reviewed quarterly by the ALCO. In case, any review by the ALCO results in the funding gap, ALCO will be responsible to establish an action plan on the same which shall be approved by the RMCB. Further the decision to use the lines of defence as per the CFP lies with the ALCO. The contingency is defined in various scenarios. The comprehensive CFP endeavours to monitor liquidity on real time basis, with a wide and unrelated range of lines of defence, along with proper channel of reporting, escalation and decision making.

The Bank has constituted a Risk Management Committee. The details of the said committee and its terms of reference are set out in the report on corporate governance, which forms part of this annual report.

Further, the Bank has formulated Stress Testing Framework for evaluation of Banks financial position under a severe but plausible scenario to assist in decision making within the Bank. It enables the Bank in forward looking assessment of risks. It facilitates internal and external communication and helps senior management understand the condition of the Bank in the stressed situations. Stress testing outputs are extremely useful in decision making process in terms of potential actions like risk mitigation techniques, contingency plans, capital and liquidity management in stressed conditions.

Stress testing forms an integral input of the internal capital adequacy assessment process (ICAAP), which requires the Bank to undertake forward-looking stress testing that identifies severe events or changes in market conditions that could adversely impact the Bank. The stress testing reports provide the senior management with a thorough understanding of the material risks to which the Bank may be exposed and to help in potential actions like mitigation techniques, contingency plans, capital and liquidity management in stressed conditions etc. Further, stress testing is an important input in identifying, measuring and controlling funding liquidity risks, in particular for assessing the Banks liquidity profile and the adequacy of liquidity buffers in case of both bank-specific and market-wide stress events.

The Bank has a strong impetus on risk management and it realised that risk management is backbone of banking industry and being an evolving topic, the bank attempts to keep evolving various newer avenues to manage risk effectively and efficiently as per the risk management policy and framework of the bank so that the whole structure is well aligned with the risk appetite, risk assessment and risk mitigation strategy of the Bank. The risk management committee monitor and review the risk management plan and to perform functions as defined under the Act and SEBI Listing Regulations.

23. Independent Directors Declaration in terms of Section 134(3)(d); Section 149(6) of Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations

The composition of Board of Directors of the Bank is governed by the provisions of the Companies Act, 2013 and the Banking Regulation Act, 1949. The Board of the Bank as on March 31, 2024 consisted of thirteen Directors, out of which seven directors are independent Directors.

Ms. Rachna Dikshit, Mr. Kamaldeep Singh Sangha and Mr. Sukhen Pal Babuta were appointed as Independent Director, during the year under review, on the Board of the Bank.

The Bank has obtained declaration of Independence from Mr. Navin Kumar Maini, Mr. Gurpreet Singh Chug, Mr. Sham Singh Bains, Ms. Rachna Dikshit, Mr. Kamaldeep Singh Sangha, Mr. Sukhen Pal Babuta and Mr. Nageswara Rao Yalamanchili and they meet the criteria of independence as laid down under Section 149(6) and 149(7), Schedule IV of the Companies Act, 2013 and Regulation 16(1)(b) & Regulation 25(8) of SEBI Listing Regulations. Further, all the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. The separate meeting of Independent Directors were conducted on February 01,2024 & February 26, 2024.

Pursuant to the Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board opines that all the Independent Directors of the Bank adhere to corporate integrity, possess the requisite expertise, experience and qualifications to discharge the responsibilities as an Independent Director as mandated by the Companies Act, 2013 and other applicable laws and fulfil the conditions of independence specified in the Act and the SEBI Listing Regulations and that they are independent of the management.

All the Independent Directors of the Bank have been registered and are members of the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA). Three Independent

Directors were already granted exemption. Three Independent Directors had already passed the online Proficiency Self-Assessment test. Mr. Kamaldeep Singh Sangha shall appear for Online Proficiency Self Assessment Test in due compliance of law.

24. Companys Policy on Directors Appointment & Remuneration including criteria for determining Qualifications, Attributes, Independence etc. in terms of Section 134(3)(e); Section 178(1) & (3) of the Companies Act, 2013

Basis the ‘Fit and Proper criteria laid down by the Reserve Bank of India, the Nomination and Remuneration Committee (NRC) conducts the due diligence of the Board members on yearly basis except for the Directors who are member of the NRC.

Further Board also conducts due diligence of all the Directors on yearly basis. The due diligence process involves considering the appointment and remuneration of Directors and Key Managerial Personnel as per the guidelines issued by Reserve Bank of India and the Companies Act, 2013. The process contains detailed procedures for determining qualifications, positive attributes, due diligence mechanism and reference checks for appointment of Directors and Key Managerial Personnel.

The Bank has put in place the Compensation Policy for Employees including MD & CEO, WTD and other Material Risk Takers (MRTs) and Comprehensive Compensation policy for Non-Executive Directors with a key objective to support organisational strategy by helping to build a competitive, high performance and accompany with an entrepreneurial culture that attracts, retains, motivates and rewards high performing employees as well as properly compensate the employees vis-a-vis their risk and performance involvement. The policies are available on the website of the Bank at https://www.capitalbank.co.in/ investors/secreterial-policies.

25. Performance Evaluation of Board in terms of Section 134(3)(p) of the Companies Act, 2013

The Nomination and Remuneration Committee (NRC) and the Board has approved the evaluation process for evaluating the performance of the Board and Committees as whole and individual director. The separate meeting of Independent Directors held on February 26, 2024 which carried out the annual evaluation of the performance of Non- Executive Non-Independent Directors, Executive Directors, Chairperson, Board as a Whole and Board Committees.

Further the Board of Directors in its meeting held on February 27, 2024 had also conducted the Annual evaluation of performance of Board as a whole, Board Committees, Chairperson, Managing Director, Non Executive Directors

In accordance with the provisions of Section 149(8) read with Schedule IV, Section 178(2) of the Companies Act, 2013 Regulation 17 and other applicable Regulations of SEBI Listing Regulations, and in consonance with Guidance Note on Board Evaluation issued by the SEBI, the Board assesses the performance of the Individual Director, Board Committees and Board as a whole on the basis of various criteria with the aim to improve the effectiveness of the individual Director, Committees and the Board. The description and process of annual performance evaluation has been provided in Report on Corporate Governance annexed with Boards Report as Annexure C.

26. State of the Companys Affairs in terms of Section 134(3)(i) of the Companies Act, 2013

The state of affairs of the Company in details has been given separately in different sections of the Board Report and also under Management Discussion and Analysis. There was no change in status of the Bank during the year ended March 31, 2024.

27 Name of the companies which have become or ceased to be Subsidiaries/ Associates or Joint Ventures during the year in terms of Section 134(3) (q) read with Rule 8(5)(iv) of Companies (Account) Rules, 2014

No company have become or ceased to be the Subsidiary, Joint venture or Associate Company of the Bank during the financial year.

28 Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 in terms of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Bank has formulated Internal Complaint Committees at Head office level and at Cluster level (for Branches). The composition of the committees is in consonance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. These committees are formulated for redressal of complaints for Sexual Harassment of women at the workplace ("SH") and take all necessary measures to ensure a harassment- free workplace. The Bank believes that all employees, including other individuals who are dealing with the Bank have the right to be treated with dignity.

The following is the summary of the complaints received and disposed off during the Financial Year 2023-24:

In Head Office (including Regional Offices)

a) No. of SH complaints received: Nil

b) No. of SH complaints disposed off: Nil

In Branches:

a) No. of SH complaints received: Nil

b) No. of SH complaints disposed off: Nil

The Committee believes in ethics and takes appropriate action against the employees who have violated the norms, which includes disciplinary action such as warning letter and in some cases termination of employment depending upon the gravity of violation.

29 Adequacy of Internal Financial Controls Related to Financial Statements

The Companies Act, 2013 has introduced a reasonably advanced reporting concept for auditors i.e. Internal Financial Control (IFC) over financial reporting. Auditors of the Company are required to report on adequacy and operating effectiveness of internal financial controls of the Company with report on financial statements prepared under section 143 of the Companies Act, 2013.

The Bank as per the requirement of section 134(5)(e) of the Companies Act, 2013 has adopted the policies and procedures to ensure orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, timely preparation of reliable financial information.

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported any instances of frauds committed in the Bank by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in the Report.

30 Directors

The Board of the Bank is duly constituted in accordance with the provisions of Banking Regulation Act, 1949, the Companies Act, 2013 and other applicable law/ guidelines.

Mr. Sarvjit Singh Samra has held the office as Managing Director & CEO of the Bank w.e.f. April 24, 2019 for a period of three years. He has been further re-appointed as Managing Director and CEO of the Bank w.e.f. April 24, 2022 for a period of three years. Mr. Sarvjit Singh Samra has been instrumental in taking key decisions from day one that have contributed to the Bank emerging as the most preferred Bank in its area of operation. His vision to serve common man and the local touch has given the Bank a competitive edge over other banks operating in the area and the Bank is able to provide safe, efficient and service oriented repository of savings to the local community while reducing their dependence on moneylenders by making need-based credit easily available.

Part-time Chairman

Pursuant to the approval of the Reserve Bank of India, Mr. Navin Kumar Maini (DIN: 00419921) is acting as Part-time Chairman of Capital Small Finance Bank Limited for a period of three years w.e.f. April 24, 2022.

Retirement/Appointment of Directors in compliance to Section 10(2A)(i) of the Banking Regulation Act, 1949

The Board is duly constituted as per the provisions of Banking Regulation Act, 1949, Companies Act, 2013, RBI guidelines for Small Finance Banks and SEBI Listing Regulations, as may be applicable.

During the year under review, Mr. Gurdeep Singh (DIN: 01572748) ceased to be the Director of the Bank w.e.f June 13, 2023 pursuant to his resignation due to personal circumstances and commitments.

During the year under review, Ms. Harmesh Khanna (DIN: 03078018) ceased to be the Director of the Bank w.e.f August 21,2023 on completion of her tenure.

During the year under review, Mr. Rakesh Soni (DIN: 07262045) ceased to be the Director of the Bank w.e.f August 21, 2023 on completion of his tenure.

Further, during the year under review, with the recommendation of Nomination and Remuneration Committee, Mr. Munish Jain (DIN: 10132430) was appointed as Additional Director w.e.f. August 28, 2023 and thereafter appointed as Whole Time Director (designated as Executive Director) of the Bank for a period of three years w.e.f. August 28, 2023 till August 27, 2026. The shareholders of the Bank approved the said appointment in Extra - Ordinary General meeting held on September 25, 2023. He also remained as the Chief Financial Officer of the Bank during the year (ceased as Chief Financial Officer of the Bank w.e.f. April 24, 2024).

Further, during the year under review, the Board of Directors in its meeting held on June 26, 2023 on the recommendation of Nomination and Remuneration Committee, had appointed Mr. Kamaldeep Singh Sangha (DIN : 08242130) and Ms. Rachna Dikshit (DIN : 08759332) as Additional Directors (Independent) w.e.f. June 26, 2023.

Further, during the year under review, the Board of Directors in its meeting held on August 11,2023 on the recommendation of Nomination and Remuneration Committee, had appointed Mr. Sukhen Pal Babuta (DIN : 01739016) as Additional Director (Independent) w.e.f. August 11, 2023.

Further, during the year under review, Mr. Navin Kumar Maini (DIN : 00419921) was re-appointed as Independent Director for second term of three years w.e.f. January 30, 2024 to January 29, 2027 and the Shareholders of the Bank, vide special resolution, approved the same in its Extra - Ordinary General meeting held on September 25, 2023.

Further, during the year under review, Mr. Gurpreet Singh Chug (DIN : 01003380) was re-appointed as Independent Director for second term of three years w.e.f. February 23, 2024 to February 22, 2027 and the Shareholders of the Bank, vide special resolution, approved the same in its Extra - Ordinary General meeting held on September 25, 2023.

Further the Shareholders of the Bank in the Annual General Meeting held on August 11,2023 had approved the appointment of Mr. Kamaldeep Singh Sangha (DIN : 08242130) & Ms. Rachna Dikshit (DIN : 08759332) as Independent Director w.e.f. June 26, 2023. Further, the shareholders of the Bank in Extra - Ordinary General meeting held on September 25, 2023 approved the appointment of Mr. Sukhen Pal Babuta (DIN : 01739016) as Independent Director w.e.f. August 11, 2023.

Directors Retiring by Rotation

In terms of Section 152 of the Companies Act, 2013, Mr. Mahesh Parasuraman (DIN: 00233782) Nominee Director being longest in the office shall retire at the forthcoming Annual General Meeting and being eligible for re- appointment, offers himself for reappointment.

Appointments/Resignations of the Key Managerial Personnel

The Bank had following Key Managerial Personnel ("KMPs") as on April 1, 2023:

Name	Designation
Mr. Sarvjit Singh Samra	Managing Director and Chief Executive Officer
Mr. Munish Jain	Chief Financial Officer and Chief Operating Officer
Mr. Amit Sharma	Company Secretary and Compliance Officer

The Board in its meeting held on August 29, 2023 has elevated Mr. Munish Jain as Executive Director and Chief Financial Officer. Accordingly, as on March 31, 2024, following are the KMPs of the Bank:

Name	Designation
Mr. Sarvjit Singh Samra	Managing Director and Chief Executive Officer
Mr. Munish Jain	Executive Director and Chief Financial Officer
Mr. Amit Sharma	Company Secretary and Compliance Officer

Further, there was no appointment / resignation of any Key Managerial Personnel during the financial year. Post the completion of FY24, the Board of Directors appointed Mr. Aseem Mahajan as the Chief Financial Officer w.e.f. April 24, 2024 of the Bank and pursuant to said appointment, Mr. Munish Jain ceased to hold the position of Chief Financial Officer of the Bank as on even date.

31 Corporate Governance

Corporate governance is the combination of rules, processes or laws by which businesses are operated, regulated or controlled and that aims at effective, transparent, and responsible management of a company within the applicable statutory and regulatory structures.

Over the last several years, the external environment in which public companies operate has become increasingly complex for companies and shareholders alike. The increased regulatory burdens imposed on public companies in recent years have added to the costs and complexity of overseeing and managing a corporations business and bring new challenges from operational, regulatory and compliance perspectives. Many cases of Management failures and financial crisis have been reported in the finance industry during the financial year and all these are the cause of poor corporate governance.

Your Bank has formulated a Corporate Governance framework which ensures timely disclosures and filing of correct information regarding our financials and performance, as well as the leadership and governance of the Bank. The Board is constituted professionally with a strong commitment to shareholder value, transparency, accountability, ethical standards and regulatory compliances.

The Boards supervisory role is independent and separate from the executive management and the Board Committees. The Composition of the Board of Directors as on March 31,2024 comprised of majority of Independent directors and this is a great step of the Bank towards better Corporate Governance.

The Board presently comprises of thirteen Directors including one-woman director and it provides diverse combination of professionalism, knowledge, expertise and experience as required in the banking business for long-term success. The Board has seven Independent Directors constituting more than one-half of its total membership strength including one women Director and three Nominee Directors. The Directors have distinguished themselves in different walks of life through experience and expertise. The Company recognises and embraces the benefits of having a diverse Board of Directors to enhance the quality of its performance. The Company considers increasing diversity at Board level as an essential element in maintaining a competitive advantage in the complex business that it operates. The identified key skills/ expertise/competencies of the Board and mapping with individual director are provided in the ‘Corporate Governance Report, forms a part of this Report.

The Company has duly framed policies and codes which are required under the Act, SEBI Listing Regulations and other Laws/Rules/Regulations as applicable on the Company. The policies/codes as required to disclose on the website of the Company are available at https://www.capitalbank.co.in.

A report on Corporate Governance and Certificate from the Company Secretary in Practice confirming compliance of conditions, as stipulated under SEBI Listing Regulations, is annexed as Annexure C and forms an integral part of this Annual Report.

Code of Conduct for Directors and SMPs

In accordance with Regulation 17(5) of SEBI Listing Regulations, the Bank has adopted the Code of Conduct for Directors and Senior Management Personnel ("SMPs"). The code of conduct sets forth the guiding principles for orderly & fair conduct by Directors and SMPs. All Directors and SMPs have affirmed the compliance of the code for the FY24 and a declaration to this effect signed by the MD & CEO forms part of Report on Corporate Governance annexed with Boards Report as Annexure C. The Banks Code of Conduct for Directors and SMPs is disclosed on the website of the Bank at https://www. capitalbank.co.in/investors/secreterial-policies

MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD

• Board of Directors

Details of the Board of Directors and Board meetings held during the year, are provided in the ‘Corporate Governance Report, forms a part of this Report.

During the year under review, twelve Board Meetings were convened and held, the details of which are given in the ‘Corporate Governance Report, forms a part of this Report. The maximum interval between any two consecutive

• Committees of Directors

The Bank has several committees which have been established as a part of best Corporate Governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. The Bank has following Committees of the Board as on March 31, 2024

Details of the Committees, along with their composition, charters and meetings held during the year, are provided in the ‘Corporate Governance Report, forms a part of this Report. During the financial year 2023-24, the Board has accepted all the recommendations of its Committees.

32 Meeting of independent directors

As per the requirement of the Section 149(8) read with Schedule IV of Companies Act, 2013 (Code for Independent Directors) and Regulation 25 of SEBI Listing Regulations, the independent directors of the Company shall hold at least one meeting in a financial year, without the attendance of non-independent directors and members of management.

During the year under review, the Independent Directors of the Bank met 2 (Two) times on February 01,2024 & February 26, 2024.

33 Details of General Body Meetings

S. No.Year	Particulars Of Meeting	Date & Time	Location	Special Resolution Passed, If Any
1. 2023 - 2024	Extra - Ordinary General Meeting	May 12, 2023 at 11:30 am	Through Video Conferencing ("VC") / Other Audio - Visual Means ("OAVM")	Issuance of equity shares by way of preferential issue on private placement basis and execution of transaction documents in respect thereof To consider and approve CSFB Limited - Employees Stock Option Plan 2023 "CSFB ESOP Plan 2023" To re-appoint Mr. Gurdeep Singh (DIN : 01572748) as a non- executive independent director for a second term of three years
2.2023 - 2024	24th Annual General Meeting	August 11, 2023 at 11:00 am	Through Video Conferencing ("VC") / Other Audio - Visual Means ("OAVM")	To approve the revised remuneration of Mr. Sarvjit Singh Samra (DIN: 00477444), Managing Director & CEO for the period commencing from April 24, 2022 till April 23, 2023 To approve the updated remuneration of Mr. Sarvjit Singh Samra (DIN: 00477444), Managing Director & CEO for financial year 2023-24 onwards
3.2023 - 2024	Extra - Ordinary General Meeting	September 25, 2023 at 11:00 am	Through Video Conferencing ("VC") / Other Audio - Visual Means ("OAVM")	To consider and approve the Initial Public Offer To consider and approve adoption of new Articles of Association to re-appoint Mr. Navin Kumar Maini (DIN : 00419921) as a non- executive Independent Director for a second term of three years To re-appoint Mr. Gurpreet Singh Chug (DIN : 01003380) as a non- executive Independent Director for a second term of three years To approve the appointment of Mr. Munish Jain (DIN : 10132430) as Whole time Director (designated as Executive Director) of the Bank

34 Corporate Social Responsibility

As a responsible citizen, Capital Small Finance Bank Limited strongly believes in the idea of paying back to the society in order to run a sustainable business. Accordingly, in Capital Small Finance Bank Limited Corporate Social Responsibility is considered as an important function. Our Corporate Social Responsibility (CSR) activities include encouraging education, promoting sports, eradicating hunger and improving health care. We are managing education centres for underprivileged children.

The Companys CSR policy and programmes are in accordance with Section 135 of Companies Act, 2013, the Bank takes multiple initiatives in the areas of education, Rural Sports Development and health. Corporate Social Responsibility Policy of the Bank can also be accessed from the website of the Bank https:// www.capitalbank.co.in/investors/secreterial-policies

The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided as Annexure D which forms part of the Boards Report.

The Bank undertakes its Corporate Social Responsibility activities through Capital Foundation (a Society Registered under the Societies Registration Act, 1860). During the Year under Societies review, the Bank has disbursed the entire amount of its CSR obligation to the Capital Foundation. As per the report received from the Capital Foundation ^1,71,95,835/- including the interest thereon has remained unspent for the FY24 as some of the Ongoing Projects has not been fully matured. Accordingly, as approved by the CSR Committee, the Capital Foundation has transferred the said unspent amount to Unspent Corporate Social Responsibility Account in accordance with the provisions of Section 135(6) of the Companies Act, 2013.

35 Green Initiatives

"Unite to make this planet green and clean"

Deforestation is one of the most pressing environmental issues and a harsh reality of the present times. Large-scale deforestation and various other human activities have drastically added to the Global warming and have caused a major shift in weather patterns across the world. Usage of paper is one of the major reasons for cutting down of trees which in long term is unsustainable.

Keeping in view the harsh reality, the MCA took a great action towards it by coming out with the "Green Initiative in the Corporate Governance" through its circular No. 17/2011 dated April 21, 2011 and No. 18/2011 dated April 29, 2011 dated April 29, 2011.

Under this MCA has provided a welcoming facility of serving notices / documents by companies to its shareholders through electronic mode. After this great initiative taken by the MCA, companies are no longer required to give Notice including the Annual Return in physical form to its stakeholders who are having email Id. They can provide in electronic mode at the Registered E-mail Id of the stakeholders.

In view of the said concern, we request all the stakeholders to get their E-mail registered with the Bank so to get the Annual Reports at the E-mail ids instead through paper mode.

Also, registering your e-mail address with us will ensure that we can directly connect with you and no important communication from our side will be missed by you as a shareholder of the Bank.

36 Vigil Mechanism

The Bank has implemented a Whistleblower Policy, which is periodically reviewed, pursuant to which safeguards are being provided against victimisation of employees and Directors. The Policy allows to raise concerns on Reportable Matters (as defined in the policy) such as breach of Banks Code of Conduct, fraud, bribery, corruption, employee misconduct, illegality, health & safety, environmental issues and wastage/ misappropriation of bank funds/assets, etc. and also provides for direct access to the Ombudsperson, in exceptional cases. The policy is available on the Banks intranet and website of the Bank. The Whistleblower Policy complies with all the requirements of Vigil mechanism as stipulated under Section 177 of the Companies Act, 2013, and other applicable laws, rules and regulations, as may be applicable. The updated Whistleblower Policy is also available on the website of the Bank at link www. capitalbank.co.in.

The Bank has also appointed Chief of Internal Vigilance to ensure compliance with all the internal guidelines issued by the Bank from time to time.

The functioning of the Policy is reviewed by the Audit Committee from time to time. During the review period, no concern has been reported in accordance with the said policy and none of any complainant has been denied access to the Audit Committee of the Board.

37 Loans, Guarantees or Investments in securities

Pursuant to Section 186(11) of the Companies Act, 2013, the provisions of Section 186 of Companies Act, 2013, except sub-section (1), do not apply to any loan made, guarantee given or security provided or investment made by a banking company in the ordinary course of business. Therefore, the said provision is not applicable to the Bank.

38 The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year:

During the year, no application was made/ proceeding is pending against the Bank.

39 The details of difference between amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reason thereof:

There was no instance of one-time settlement with any other bank/financial institution during the year ended March 31, 2024.

40 Contracts or Arrangements with Related Parties

All related party transactions that were entered during the Financial Year 2023-24 were in the ordinary course of the business of the Bank and were on arms length basis and the same is enclosed as Annexure E in the prescribed format AOC-2 to this Report. There were no materially significant related party transactions entered by the Bank with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Bank. All such Related Party Transactions are being placed before the Board/Audit Committee for approval, wherever applicable.

Members can also refer the disclosure of transactions with related parties during the financial year under review as set out in the note no. 12 of the Schedule 18 of the Financial Statements of the Bank.

41 Disclosure pursuant to Section 197(14) of the Companies Act, 2013

The Bank does not have any holding or subsidiary company, therefore no disclosure is required to be made pursuant to the provisions of Section 197(14) of the Companies Act, 2013 and as per the relevant rules thereunder.

42 Disclosure pursuant to Section 177(8) of the Companies Act, 2013

During the Financial Year 2023- 2024, there was no recommendation of the Audit Committee which was not accepted by the Board.

43 Change in Nature of Business

Pursuant to the relevant provision of Rule 8(5) of the Company (Accounts) Rules, 2014, there is no change in the nature of Business of the Bank.

44 Auditors & Auditors Report

Statutory Auditors and Audit

M/s T R Chadha & Co. LLP, Chartered Accountants (Regd. No. 006711N/N500028) were appointed as Statutory Auditors of the Company for three Financial Years starting from 2021-22 by the Shareholders of the Bank in its Annual General Meeting held on August 20, 2021. The continuation of the term of Statutory Auditors was subject to the approval from Reserve Bank of India every year as per the resolution passed in the AGM. The Reserve Bank of India gave approval of appointment for Financial Years 2021-22 and 2022-23.

The Board of Directors, on the recommendation of the Audit Committee, approved the continuation of the term of M/s TR Chadha & Co. LLP as Statutory Auditor for the FY24 in its meeting held on May 19, 2023 and applied with RBI for approval of the same.

However, as per communication received from the RBI vide email dated September 13, 2023, M/s T R Chadha & Co. LLP has been found ineligible for appointment as Statutory Auditor for FY24.

The Board of Directors of the Bank in its meeting held on February 27, 2024 took note of the casual vacancy and cessation of the term of M/s T R Chadha & Co. LLP and approved the profiles of two firms in order of preference for the appointment as Statutory Auditors of the Bank for the Financial Year 2023-24, subject to the approval of the Reserve Bank of India (RBI).

The Bank has received the approval of Reserve Bank of India (‘RBI) vide its letter dated March 01, 2024 for the appointment M/s S C V & Co. LLP (FRN 000235N/ N500089), Chartered Accountants as Statutory Auditors of the Bank for the Financial Year 2023-2024 and the Bank has appointed M/s S C V & Co. LLP (FRN 000235N/N500089), Chartered Accountants as Statutory Auditors of the Bank for the Financial Year 2023-2024 till the conclusion of Annual General Meeting to be held in the Financial 2024-25 to fill the casual vacancy.

No qualifications, reservations or adverse remarks are reported by Statutory Auditors of the Bank, in their Audit report. Information referred to in the Auditors Report are self-explanatory and do not call for any further comments.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Bank had appointed M/s Deepak Arora & Associates, Practicing Company Secretaries through its partner Mr. Deepak Arora (FCS No. 5104 and COP No. 3641) to conduct Secretarial Audit of the Bank.

The Secretarial Audit Report is annexed herewith as Annexure F to this report.

No qualifications, reservations or adverse remarks are reported by M/s Deepak Arora & Associates, Practicing Company Secretaries, Secretarial Auditors of the Bank, in their Secretarial Audit report.

Information referred to in the Secretarial Auditors Report are self-explanatory and do not call for any further comments.

Cost Audit

The Bank is not required to appoint a Cost Auditor. Therefore, maintenance of cost records as specified under subsection (1) of section 148 of the Companies Act, 2013, is not applicable to the Bank.

Annual Secretarial Compliance Report

A Secretarial Compliance Report, pursuant to Regulation 24A of the SEBI Listing Regulations, for the financial year 2023-24 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, has been obtained from M/s Deepak Arora & Associate, Practicing Company Secretaries and the same is available on the website of the Company and Stock Exchanges.

45 Familiarisation Programme for Independent Directors

In accordance with Regulation 25(7) of SEBI Listing Regulations and RBI guidelines, the Bank, at the Board / Committee meetings, presentations and deep dive sessions, covered important areas of the Bank such as annual plans and strategies, compensation strategy, impact of inflation, non-financial risks, customer services framework, risk management, priority sector lending, liquidity, new regulatory guidelines, etc. during the year under review for the Independent Directors to enable them to familiarise with the Bank, its Management, Banks Business, and its operations for better understanding of their responsibilities, roles, and rights for effective contribution in sustainable growth of the Bank. The details thereof is disclosed in the Report on Corporate Governance annexed with Boards Report as Annexure C and on the website of the Bank under https://www.capitalbank.co.in/ investors/secreterial-policies

46 Management Discussion and Analysis Report

The Management Discussion and Analysis Report of the financial conditions and results of operations of the Company for the year under review, as required under Regulation 34(2)(e) of SEBI Listing Regulations, is being given separately and forms a part of the Annual Report.

47 Directors Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013, in preparation of annual accounts for the financial year ended March 31,2024 and state that:

In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

The Directors had selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for that period;

The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

Directors had prepared the annual accounts on a going concern basis; o

The Directors had laid down internal financial controls to be followed by the Bank and that such internal financial controls are adequate and were operating effectively.

The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and 6% operating effectively.

48 Compliance with Secretarial Standards

The Bank has complied with the all applicable Secretarial Standards issued by the Institute of Company Secretaries of India on regular basis.

49 Investor Relations

Your Company interacted with investors and analysts through one-on-one meetings, conference call and regular quarterly meetings during the year. Earnings call transcripts/recording of the meeting on quarterly/ event-based meetings are posted on the website of the Company.

50 Prevention of Insider Trading

In compliance with the provisions of Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (‘SEBI (PIT) Regulations), the Board has adopted a code of conduct to regulate, monitor and report trading by Designated Persons to preserve the confidentiality of price sensitive information, to prevent misuse thereof and regulate trading by designated persons. It prohibits the dealing in the Companys shares by the promoters, promoter group, directors, designated persons and their immediate relatives, and connected persons, while in possession of unpublished price sensitive information in relation to the Company and during the period(s) when the Trading Window, to deal in the Companys shares, is closed. Pursuant to the above, the Company has put in place adequate and effective system of internal controls to ensure compliance with the requirements of the SEBI (PIT) Regulations. The code is available on the Companys website at https:// www.capitalbank.co.in/investors/secreterial-policies

The Board of Directors have also formulated a code of practices and procedures for fair disclosure of unpublished price sensitive information containing policy for determination of ‘legitimate purposes as a part of this Code, which is available on the Companys website at https://www.capitalbank.co.in/investors/ secreterial-policies

51 Awards and Recognitions

During the year under review, your Company has received the following awards and certifications:

Honoured with BFSI Best Brands 2024

Received the LACP Vision Awards Platinum Winner Worldwide in 2023

Bestowed with the LACP Vision Awards Platinum- Technical Achievement Award in 2023

Honoured with the LACP Vision Awards Top 100 Reports Worldwide in 2023

Received the Great Place to Work certification in 2023

52 Acknowledgment

The Board of Directors is grateful to the Government of India, Reserve Bank of India, various State Governments, SEBI, IRDA and regulatory authorities in India and overseas for their valuable guidance, support and cooperation.

The Directors record their sincere gratitude to the Banks shareholders, esteemed customers and all other well-wishers for their continued patronage. The Directors express their appreciation for the contribution made by every member of the staff in ensuring high level of growth that the Bank has achieved during the year.

The Board also places on record its gratitude to the Shareholders, Bankers, Customers, Suppliers and other stakeholders who have extended their valuable sustained support, co-operation and encouragement.

The Board would also like to thank BSE Limited, National Stock Exchange of India Ltd., National Securities Depository Limited, Central Depository Services (India) Limited, Registrar & Share Transfer Agent, Vendors and Service Providers for their continued support & co-operation.

The Directors wish to express their gratitude to Investment Banks & rating agencies for their wholehearted support. The Directors look forward to their continued contribution in realisation of the corporate goals in the years ahead. We wish to apprise our worthy members who have entrusted their trust and confidence in the Bank that Capital Small Finance Bank Limited will venture to strive hard to take long strides ahead with freshly instilled energies.

For and on behalf of the Board of Directors	Sarvjit Singh Samra
	Managing Director & CEO
	DIN: 0047744
	Gurpreet Singh Chug
Place : Jalandhar	Independent Director
Date : May 09, 2024	DIN:01003380